Sex Tales, Sex Tales
by Mango72
Summary: Ben and Gwen, various scenarios and the such, loose storyline, what could be better? Lemons abound! Not for children!
1. Chapter 1

**Sex Tales, Sex Tales**

** Hey guys, what's up? Mango here. As you may have noticed, if you are a devout follower of me, I normally write Naruto fan(porn)fiction. However, I have always like Ben 10 because of the possibilities and different combinations of what can be done. That's also why I kinda like Naruto stuff. Also, incest, because Ben and Gwen are literally the only boy and girl in the show with any development whatsoever. So here you are, Ben 10 porn, because why the fuck not? I like it. So, this here story is less of a story and more of a collection of short stories, all of which revolve around Ben and Gwen fucking with various different alien transformations on Ben's part. So, I think I'll write two short chapters, being Ben and Gwen vanilla sex, then the next being Ben's first idea.**

** Oh! If you are a devout follower of Mango, Manganese, as I like to call you (It's the name of an atomic element- Come on, I write porn for an Anime/Manga. Did you expect anything besides a nerd?), I am currently working on the third chapter of Kunoichi's Libido, hitting a bit of a rut with the Naruko story. So there's that. I promise to have that up before the end of the year. I'm not certain whether I'll be able to finish that story before I finish the Christmas story that I plan to write for Naruto. And hey, if I like writing for Ben 10, maybe some of that too. Whatever. Who can ever tell nowadays?**

** -Mango72**

**Disclaimer: I don't own Ben 10 dammit, and if I did it would literally only be sex. And if you seriously think the owner or creator of the show would write porn on it, then you have way to much time on your hands.**

**Tastes Like Ice Cream!**

Ben and Gwen were both laying down in the Rustbucket on a hot summer day. The sweltering heat had crushed any idea of fun in the sun down by the lake on this day. Grandpa Max had gone out to the forest to collect firewood for that night's campfire, although none of the three had knowledge of whether or not the day would cool enough to even think about having a fire that night. Worse yet was the fact that the Rustbucket's air conditioner seemed to be going on the fritz, kicking in at some points before rattling to a stop and sometimes blowing hot, though not quite as hot as the summer's, air into the RV where Gwen and Ben were both currently enduring the heat. Well, Gwen was enduring, while Ben was simply complaining. "Man, is it _hot._" He groaned out from his stripped down cot, which held neither blanket nor pillow, as Ben had deemed them too bothersome in such an aggressive heat. "You can stop saying that now, dumby. We've already established that." Gwen replied from her position on her own cot, laying on her back with her knees in the air in order to support her laptop. She had the thought to keep her pillow to prop up her head, but it seemed to be an unwanted source of warmth, so she too had banished it to the end of her mattress. Ben just shot her a sour look, to zapped from the intensity of the sun to even argue with her. He let out a long exasperated sigh before beginning to unbutton his pants.

Gwen tossed a glance his way and was shocked to see what he had begun doing. "Benjamin Tennyson! What in the hell do you think you're doing!?" she shouted with an agape mouth. "Geez _mom_, calm down. It is way too hot to be wearing pants." "Ben, I'm your cousin! You shouldn't be taking off your pants in front of me! It's rude and wrong!" Ben just gave her a deadpan look before removing his pants and tossing them onto the floor, revealing his Sumo Slammers boxers to her without a care in the world. Gwen stared at the considerable bulge hidden underneath the fabric before snapping her eyes back to her computer screen with a flush on her face, something she would attribute to the heat if asked about. Ben did see her eyes dart to his bulge and then back, but he didn't voice his thoughts over his embarrassment. He simply dedicated his time to looking at the wall or the ceiling for the next hour. Gwen, on the other hand, had grown quite aroused at the sight she had witnessed. _"What did my brother always get caught watching? Pron? Prom? No, no. Was it… Porn?" _Gwen said in her head before opening a new browser tab and doing a quick search for "porn." The results came up with hundreds of thousands of results, the first of which advertised "XXX Hardcore Teens and Pornstars Sucking and Fucki…" Curious, and wondering what "Fucki…" was, Gwen clicked on it, allowing the page to load before quickly clicking into a new tab because she had seen a completely nude woman standing in front of a black leather couch, cupping her breasts. Gwen shot a cautionary sideways glance to see Ben turned on his side, facing the wall. Seeing that he was completely ignoring her, she continued to shift her body and laptop to the side in order to make sure Ben couldn't see the screen. She slowly returned to the page before clicking on square with the naked woman she saw before. A video loaded onto her screen, automatically playing for her. She saw the woman fully clothed, when a deep male voice began to talk to her. _"Crap!"_ Gwen thought in her mind before quickly plugging in a pair of headphones she had handy. She put them on, and the male voice continued talking "… so all you have to do is show us what you can do, maybe suck a little, fuck a little, and you should be set for your career in the entertainment industry." Gwen recognized that word again, and still couldn't help but wonder what it meant.

The woman had gotten up from the couch and removed her shirt and shorts, her panties not following long afterward. _"What is going on!? Isn't there a guy in this room? One that, from the sounds of it, she doesn't even know!?" _She then lazily seated herself on the couch, leaning back and spreading her legs, showing her pale creamy legs, which led up to her pink core. Gwen covered her mouth, unsure of what to think. The blonde woman in the video began rubbing her slit vigorously, moaning and groaning from her ministrations. Gwen's blush spread, becoming darker by the second. She felt her lower half growing hot, which confused her. All she knew was that the heat was already unbearable, so she too removed her tight, sweaty jeans. It was at this point where Ben spoke again, causing Gwen to all but jump out of her skin. "This heat wouldn't even be so bad if I wasn't so bored!" Gwen stammered back a "BUh-buh-uh ya- Yeah, I mean. I'm bored too." Ben just snorted and said "Yeah, right. At least you have a laptop to play on. I've just been sitting here in my boxers, _bored to tears_." His whining making a return. "What are you doing?" He said before lazily sliding off his bed. Gwen had only a moment to panic, not enough time to close out of the video, let alone the porn website she had found herself on. Ben grabbed onto her screen, turning it towards him and his green eyes widened at what he saw. A man had now taken position on top of the girl, her legs folded up and over his shoulders, his rod pounding into her wet core, causing the girl's face to contort into a scream of pleasure.

"What the hell is this Gwen?" He confusedly asked Gwen, who's face now looked quite close to a cherry in appearance, before she grabbed the lid of the laptop and shut it hard, locking it. "I'm not really sure Ben, but you shouldn't just be looking at my computer whenever you feel like it. Now, if you'll excuse me, I'm going to take a shower. I'm sweaty and icky." She had said without looking at him before standing and brushing past him, her hand barely touching the rock that had seemed to form in his pants. She hadn't noticed and refused to look at him due to her embarrassment. However, her touch had been on the sensitive head of Ben's penis, which he had just noticed was extremely hard and about five inches long, sending a jolt of pleasure through him. The tip was poking out from the hole in the front of his boxers, a problem he had never encountered before. His head was light, and he suddenly and vividly noticed every detail of Gwen's pink-pantied butt as it swayed it's way to the Rustbucket's bathroom. Gears turned in Ben's head, and you could almost see a light bulb ping into existence above his head, radiant as the sun. He announced "Gwen, hold on!" before sliding on his knees to hip's level and pulling down the lacy panties Gwen had been wearing. "BEN! WHAT THE HELL ARE YOU DOING?" She shouted at him, before he sensibly pointed out "Wait, Gwen, see! I have one of the things that the guy in the video was putting inside of her thing! And you have one of her things too!" Of course, he was right, as Gwen was a girl and Ben was a guy. To prove his point, Ben removed his boxers, leaving them both in only their ruffled shirts. Ben's penis had sprung up after his boxers were removed, twitching and throbbing slightly. Gwen had turned towards him and glanced at his rod, before crossing one arm over her flat stomach to grab the other one's middle and averting her eyes to the floor.

"So… What do we do now?" Gwen had asked. "Well…. Both of the people in the video were naked before doing anything, so maybe we should try that." Ben cleverly replied. Gwen seemed to accept this answer and pulled her shirt off, exposing her small, yet well-developed breasts to him. Ben already had his shirt off by the time she had hers, and he was slowly walking toward her, his arousal evident on his penis. They both had a funny feeling in the pits of their stomachs, and Gwen asked "Wait, we're cousins… Isn't this wrong or something?" This was one subject she had no knowledge on. Ben ignored her and reached out to touch one of her breasts. Gwen didn't protest, but averted her eyes. "I've always wanted to know what a girl's chest felt like. I wonder why we're not allowed to touch it…." Ben said before flicking his finger at one of Gwen's nipples, receiving a gasp from her in the process. "What, did that hurt you?" Ben asked fearfully. Gwen shook her head, replying with "No, it felt… amazing. " Ben flicked it again, causing Gwen's legs to shuffle and another gasp to escape her lips. Gwen hesitantly added "I think… I think the guy in the video put his mouth on them. Without biting or anything." Ben gave her a funny look before complying, lowering his head to her chest and sucking on the hard nub on Gwen's soft breast. "Oh! Oh god, Ben, that feels so good." She could feel her lower body, more specifically her core, become hot again. Ben put a hand on Gwen's other breast, kneading it around. "Aaah. Aaah." Gwen mewed at him, her body beginning to shake and heat up with pleasure, her slit growing wet and a sheen of sweat covering her body. She then let out a high-pitched scream, reaching her first ever climax, before falling forward onto Ben, who caught her by the arm, surprised.

"Gwen! What was that? Are you okay?" Ben asked once again, earning the same response, with a bit more of a shaky, breathy voice from his cousin. "No, no Ben. That was…. Incredible. Amazing. Astounding. It was like… A massage that went through my whole body… It was just… great." She sighed sleepily and closed her eyes, leaning into Ben's chest, before noticing something poking her stomach. Ben groaned as she moved her body away to take a look at it, his penis rubbing down her soft, smooth stomach on its head. "I still don't have any idea what to do with this." Gwen said as she crouched down, steadying herself by grabbing onto either side of Ben's hips while looking up at his face in a questioning manner. He just shrugged and replied "Maybe we should start out by touching it…" Gwen seemed satisfied with this answer and grabbed his rod with one hand, squeezing against his hardness. "Gah! Geez Gwen, take it easy down there! It's not a hammer or something!" "A hammer? What a dumb expression." Gwen had replied, but complied with his request either way. "So, are you feeling anything?" "Yeah, it feels like you're squeezing my penis… I guess it feels kinda good. But nowhere near what you looked like you were experiencing." Gwen just looked at his stiff member and thought to herself. _"Hmm… The man in the video was going in and out, back and forth… so maybe…." _She started tugging, slowly and roughly at first then, recalling more details from the video, faster and looser, allowing Ben's foreskin to ride up and down his actual organ. "Ah! God Gwen! It feels so good! Don't stop whatever you're doing!" Ben yelled quickly and suddenly from the massive increase in pleasure he had felt. Gwen stopped for a moment before releasing his member and opening her mouth, encasing it with her pursed lips. Moving her head back and forth, she lapped and wrapped her tongue around his cock, making slurping noises as her head moved. As she was sucking him off, one hand moved to fondle one of her breasts while the other reached down to her nether regions and began rubbing her lips quickly. This sent a flame across her body, spreading mercilessly and causing her to writhe in pleasure. Ben made several loud, passionate sounds as his body tightened and his balls retracted, sending sperm shooting out from the tip of his penis into his cousin's unsuspecting mouth. As he came, so did she for the second time that day and in her life. She pulled back from surprise and need for fresh air, causing Ben's semen to squirt on her face and chest, covering her breasts in a shiny gleam.

"Oh God Gwen, that was it. That was definitely what you were feeling." Ben panted out while bending over and resting his hands on his knees. His dick was still rock hard though. Gwen noticed this and decided to make a suggestion. "Hey Ben… Remember what the two were doing in the video? Where they touched their things together? I just felt mine. When you touched my boobs… it was incredible. But when I touched my thing, it was… indescribable. Like what I felt before, but a thousand times better. Do you want to try what they did?" Ben looked at her, her shy face and unkempt hair, the sheen of sweat coating her, making every curve of her body glimmer and shine. How could he resist? Ben simply nodded, out of breath, before grabbing her and pulling her up before grabbing a handful of her butt and pulling their hips close together. Gwen gasped for two reasons; for one, the butt grab was unexpected and surprisingly pleasant, feeling right and room and therapeutic. Two, His tool was now in the gap between her core and thighs, rubbing up against her lips. He guided her to the bed, laying her down gently before lifting her legs over his shoulders, curling her body as he did. Gwen wondered how anybody could be comfortable in this position, as her body was contorted on top of itself as it seemed to her. Her thoughts were quickly wiped away as she felt something prodding against her entrance. She looked up at Ben, their green eyes connecting for several moments before she nodded ever so slightly, allowing him to push in. He did so very gently, parting her folds and causing them both to break out in pants and gasps, as her virgin core was extremely tight. He pushed about three inches in before hitting a wall. Gwen reacted by bucking her hips in pain, driving him into the wall a bit. She let out a pained moan, not knowing if it was actually more pain than pleasure. "Go… faster… Ben." She bit her lip and screwed her eyes shut as he pushed in the last few inches, all the way to the base.

She sat there, in an intense mix of pain and pleasure while he sat paused waiting for his cousin to overcome whatever pain he had caused her. After the sensation subsided, Ben placed his hand on the right side of her face, rubbing it ever so gently, comforting her. She simply smiled at him again before giving another allowing nod, to which he pulled out, aspiring to be like the man he had seen before. He pushed in, and Gwen's teeth drew blood from her lip. He grunted and pulled out before pushing in again. Gwen only felt soreness and pain. This continued on for another few thrusts, before Ben began picking the pace. He began to fall into a steady, paced rhythm and Gwen's pain subsided, quickly replaced by a squirming, electrifying pleasure. Her breath drew in cold and quickly, no matter how hot the air was, and was forcefully pushed out by the piston-like force of her cousin's pumping. Before she realized it, she was moaning and groaning loudly, closing the distance between their faces for passionate kisses, and panting his name as he continued to give her pleasure. With a few great, powerful, final thrusts he came into her tight pussy, causing her to come for the third time and shriek loudly. After a few seconds of her voice shattering scream, he connected their lips in a deep, lustful kiss, wrestling their tongues for the next few minutes until they had both calmed down. Once she had stopped shaking from the strength of her orgasm, Ben turned her on her side and laid on his side behind her, pressing their bodies close. "Ben… when that liquid stuff went inside of me… That was the best part of all we did today." Gwen panted out sleepily. Ben was absentmindedly squeezing and groping her boobs and nipples, before snapping out of it and saying "Yeah… Yeah it was." They fell silent for a few moments, Ben continuing to absentmindedly massage her breasts. "Ben. I don't know if what we just did was right or wrong… I don't know. It felt so right, but if it's so great, then why don't people do it all the time? Grandpa Max hasn't ever done this as far as I know." Ben sat still and pondered for a few seconds before replying with "You know what Gwen? I don't really care about right or wrong. Right now I only care about you. I know that I don't say this enough… but I love you, cousin." Gwen smiled, closing her eyes and scooting her butt closer to his hips. "Love you too, cuz." She replied before drifting off to sleep in the hot RV.

**Well that was a five hour, one day story. That was fun. I guess I was just really inspired to write this, so yeah. There you go. I like this story, and will update it anytime I feel… horny. And creative. Or want to add another alien sex scene. How would I do Hotshot? Is that his name? Maybe hothead… I don't know, I stopped watching that show years ago. Anywhore, I'll just go ahead and wrap up, and I guess I'll start on the second chapter of this story right now. Or do some actual work. Eh, whichever one comes first. Anywhore, stay tuned for the next installment of… well, porn I guess. Bye bye!**

** -Mango72**


	2. The bad one

**WARNING; this chapter, in my mind at least, is complete and utter shit. I hate it. I hate it a lot. But I do need it for story progression. Plus, I needed to write about Grey Matter, who is the most useless at anything sexual ever. Plus, Upgrade is versatile, but the RV isn't the right setting for him. Oh yeah, those are the two aliens in this chapter. Either way I am entirely dissatisfied with how this chapter turned out. But I think that I will greatly enjoy the next chapter. Its just that... This one sucks. That's my conclusion. This one sucks horseshit.  
Disclaimer: I don't even know why these are here, I obviously don't own the damn show. Again, it would only be sex if I did. Also, Ben and Gwen are totally eighteen. They just look like 12 year olds.  
**

Gwen woke up, the sweat coating her body unbearable, as it made touching her own body uncomfortable and sticky. She noticed that her back was still squished up against Ben's front, which was probably one reason she was extremely hot and sweaty. She got up, careful not to disturb her newfound lover and began to sway over to the bathroom. It appeared she hadn't been out for much time, as it was just as hot and bright as when she passed out, along with the fact that Grandpa Max wasn't back yet. As she was striding to the door, she noticed her back and pelvis were sore in the best way. She then realized that the coating on her inner thighs were more than just sweat. She wiped her index finger on the slickness, putting it in her mouth and sucking lightly on it. It was a new and strange flavor, but the mixture of their juices was definitely satisfying. She opened the flimsy wooden door to the ever-so-slightly cooler tiled room and sighed. The relief was satisfying, slight as it was. She turned the shower knob as far to the right as she could, turning the water to the coldest setting, which wasn't very cold at all because the water came from the reservoir on the bottom of the Rustbucket. She stepped into the calming flow of water and her muscles relaxed, her body slouching as she leaned against the wall, tired despite her nap.

Although she had been satisfied with what she and Ben had just done, she felt her hands unconsciously travelling across her body, one grasping her breast and the other moving south, massaging her stomach as it snaked downward. She grabbed her nipple and twisted it slightly, pulling on it gently and then pinching it. Meanwhile, her other hand separated her lips with her index and ring fingers, pushing her middle finger inside. Gwen's breath hitched as her finger slowly entered. She gently shifted the finger up and down, separating her hot, clenched folds from themselves. The sensation was a pleasant one, but paled in comparison to Ben's hard rod on her. Still, it was satisfying enough, so Gwen continued on while the streams of water washed away the filth covering her and coated her in a sheen of glimmering water. Slight moans escaped her lips as she increased and decreased the pace of her finger's movement befores she began to push it deeper. She could feel her core enveloping her finger entirely, pulsating around it, trying to swallow it whole. She added a second finger before pulling both out with a slight pop before once again inserting them into herself. Her breasts once again grew sensitive and sore, making Gwen only want to grab them and thoroughly massage them. She held out as long as she could, resisting the urge to do so and instead focused on increasing the pleasure she was receiving from her pussy by opening and closing her fingers inside of her.  
Eventually all the buildup from her ministrations had become too much and, using both hands, savagely grabbed at her small breasts, kneading them roughly back and forth, into and away from each other, up and down. She squeezed them harshly, then pushed them close together, creating a cleavage and rubbing her aching nipples together. She pushed them upwards, able to lick the hard buds with her tongue and catch one in her mouth, nibbling on it, causing her greater pleasure.  
While Gwen was softly pleasuring herself in the shower, the sound of running water awoke Ben. He groaned and stretched his tired, sweaty body. "Gah!" he frustratedly said when he noticed the everpresent heat. Noticing Gwen was missing, he slid into a sitting position, legs over the edge of the bed. He lazily scratched at his man bits before taking note of the running water. "So, Gwen's in the shower, eh? What a good idea." He thought to himself before devising an even better idea than Gwen. He pushed his sore body into a standing position and quietly lumbered to the flimsy wooden door standing between him and his newfound lover. He popped up the faceplate of the Omnitrix and scrolled through the multitude of forms he had available to him. Finding the one he required, his eyes lit up as his slouching body came to life, straightening as he flung his arm onto the faceplate, slamming it back into the Omnitrix. A green flash enveloped him, and the next moment he was a tiny grey alien, who was just small enough to slip underneath the splintery wooden barrier.  
When he was inside the tiled room, he scoped out the easiest way to reach the inside of the shower. He quickly ascended a cord that was hanging near the ground, leaping to the medicine cabinet and climbing up the side of the wicker-weaved container. Reaching the summit, he leaped once more to the top of wooden doorframe, shimmying across the splintered surface with his back pressed against the wall before dropping onto the slippery metal curtain rod, which was covered in a sheen of water. He gazed down upon his cousin, her pale, smooth body, her fiery hair, doused and matted to her light, gentle features from the showerhead. He suddenly noticed that his forbidden love was touching herself, much the way he did, placing her hand in and around her vagina, while her other hand was massaging her soft chest and rubbing her nipple. Mesmerized as he was, he finalized his plan and determinedly dropped onto her shoulder.  
Gwen felt a plop on her shoulder, but when she looked, she found nothing, and was once again swept up in her own pleasure. Ben surreptitiously slipped around her back and over her neck, crawling to his goal; her unoccupied nipple. He grappled onto her breasts, swinging around and placing his miniscule mouth over her nipple, sucking on it as much as he could. Gwen also noticed this action, leading to her discovery of Ben, transformed into Grey Matter, trying his hardest to pleasure her. She reached over and grabbed him with the breast that had been being attentive to her breast, before her other hand reached to join the other, grabbing Ben and separating him from her chest.  
"Ben! What do you think you're doing!" Gwen shouted at him. "I'm just trying to make you happy again!" Ben retorted in his shrill alien voice. Gwen looked at him, his tiny form, thinking of what he could do to pleasure her. In his state, there weren't many options. But Gwen had a brilliant idea. "Hey Ben, you like exploring, right?" Ben nodded his tiny, bug-eyed head before Gwen crammed him downward, pushing him into her young pussy. Ben quickly picked up on her idea, clawing his way into the folds. The sensation caused by the stretching and squirming in her vagina was driving her wild. A familiar blush formed across her chest, being cooled by the running water.  
"Oh God Ben! That's amazing! Keep going!" Gwen shouted, a cry muffled to Ben, as he was preoccupied with his mission. Her hands flew to her chest, rubbing her two developing breasts together and pinching her nipples. She couldn't resist slamming a finger into her pussy again, poking Ben in the process. She drove it in a few times before pulling it out and unforgivingly began rubbing her pussy lips. Ben crawled out of his place, discouraged by her overbearingness. Even more crushing was the fact that his cousin looked like she could care less that she had just evicted him and he had fallen to the tiled floor.  
"Well, time to take a different route then." Ben thought, before a flash of green light lit the room, transforming him from Grey Matter into the smooth, circuit covered Upgrade. He loomed over Gwen, his stance giving off a mischievous vibe, before his shape began to surround and envelop his cousin's light frame. Their bodies meshed together, his forming a shape from the different curves and contusions of her body. A long, smooth shaft grew near her lower region, one which quickly jammed into her socket. This sudden action caused Gwen to throw her head back, a small cry of pleasure slipping past her lips as the force of his thrusts continued to push her into the wall. It was like their first time that they had not long ago, only this time with a tall, ever shifting alien.  
Ben decided to step it up. As his entire form ravaged Gwen's body, he slowly allowed part of himself to adhere to the shower head, surreptitiously melting away from his cousin's body, who was oblivious of his movements due to the pleasure she was only experiencing for the second time. As he began to gain control of the shower head and all the pipes, his thrusts into her became more sporadic, increasing Gwen's pleasure. She could suddenly feel Upgrade stop moving inside her. She opened her eyes only to see empty space. Looking down, she noticed that Upgrade, save for a bulging, motionless rod that was currently jammed deep into her young pussy, was currently residing in the showerhead. Gwen pused for a second, confused, before she could hear a massive creak and water exploded inside of her, spraying her down and filling her to the brim. The sensation was new and exciting for Gwen, who again, had only just discovered sex and was now exploring it as well she could.  
Upgrade's left-behind member retracted to the rest of his body as the showerhead and its connected pipes took on their own minds, swinging about and pulling themselves out of the walls. Gwen's pussy was still leaking out water when she was thrusted into the air, one arm held comfortably by her head and one leg being pulled away from the other, showing her wet, flowing pussy to the world. The new metallic tentacles were eager to explore her, twisting and curling around her body in a feverish search for pleasure.  
Two lengths of pipe wrapped themselves around Gwen's slender yet toned and muscular thighs, spreading them apart more as two reached for her breasts and began kneading them together. The showerhead reached downward toward her pussy, rubbing against her skin lightly as it did, sending shivers through Gwen's body. When it reached her pussy lips, it pushed itself forward, spreading her lips wide. "Oh God Ben! Stop! It can't fit in there! AaaaAAAHHH!" came Gwen's screams. But Ben didn't push it in at all; he separated the lips and placed the water flow directly into her pussy. Gwen, still not understanding this, struggled uncomfortably before the metal surrounding her tightened her in place and forced her body to flex backward, pushing her pelvis forward. Ben decided to begin his experimentation. He forcefully sprayed a jet of water up his cousin's hole, gaining an "eep!" and her wrath. "Ben! Not funny!" Ben hadn't thought it was funny; to show this, he continued to spray water into her. Short, quick bursts, on the standard shower setting, filling her up with their pressure. Each time the water entered her, she would give out a grunt, biting her lip harder, eyes squeezing shut a little tighter. She couldn't tell if she was immensely enjoying this or just in a deal of pain.  
Ben switched the shower setting to massage and blasted globs of water into her, earning a gasp at the difference in sensations. The sensation of her pussy being spread apart and widened was driving her mad. Just as she was about to release, Ben pulled the shower head away from her lips, hovering in the air for a moment, almost mischievously. Gwen's breath, which had been in quick, shallow pants, now slowed and turned to groans of complaint at the loss of pleasure. The showerhead began snaking around her, blasting sensitive parts of her body quickly and powerfully; her flat, smooth stomach, her pink nipples, the nape of her heated neck, sustaining her lust but never pushing her over.  
"Dammit Ben! Just do it! Do it now! Make me feel good!" Gwen screamed out at him. The entire shower, which had been writhing with energy and bits of piped metal, now stopped for a moment, frozen in time. The shower head once again moved, this time at lighting speed, toward and piercing deep inside her pussy. "NGHU" came the noise from the pit of Gwen's throat, followed by a wall-piercing climactic scream as Ben pumped as much water as he could through the showerhead, filling her to the brim and into her womb with water and causing her stomach to protrude slightly. This water was forcefully ejected as soon as Ben pulled out of his cousin, causing her tightening muscles to squirt the water out in a stream.  
Gwen couldn't very well enjoy her release, as both her and her cousin heard the door of the Rustbucket fling open and hit the tinny wall as a loud exclamation of "Gwen!?" could be heard coming from an older man. Gwen's head snapped anxiously up to meet Upgrade's face just as he decided to slap one arm onto the Omnitrix symbol...  
**  
Did you like it? Leave a review. If you hate it, leave a longer review that actually reviews things. But to me, this chapter didn't quite make sense, and the sex stuff was fucking weird, like Langoliers fucking weird. Holy shit. And come on, did you have to include two of the most un-sexable aliens in the entire franchise!? What the hell? I mean, come on. But... yeah. That's all I have to say about that. But, I think you'll enjoy next chapter. I'll give you a hint to what'll go on next chapter; Ghostfreak. Got the idea? No? Well then, you'll just have to tune into the next installment of Sex Tales, Sex Tales. (Fuck! Why did I choose such a fucking stupid name for this story?)**

-Mango


	3. More Creepy than Freaky

**Hey guys. I like this chapter, to start off with. Much more than the last one. One thing that I do like to continue throughout this entire story and its process is that, at least, on this particular day where the first three chapters happen, it is entirely too goddamned fucking hot. That being said, enjoy..**

**Also, this is kinda fucked up sounding... noticed that when I was writing it. Creeped me out a bit with this story here...**

**Disclaimer: Don't own. Also, everybody's legal age. Yay! Just by saying that I have avoided much prosecution. But seriously. All 18 and up.**

Maxwell was trundling home, warm oak wood under his right arm and his ancient axe lugged over his shoulder. He had been out collecting firewood for that night's campfire and s'mores. He moved slowly, enjoying the beautiful, if not sweltering day. However, he was, as most of the elderly population is, impervious to any and all heat. Seriously. What the fuck. I swear, you could set an old person on fire and they would just grumpily mumble for someone to change the channel from this newfangled television programming. Anywhore, back to the story.

He had been taking this day one step at a time, allowing the serenity of nature to flow through him as he collected the night's firewood from some taller stumps that occupied the forest. He had given the cousins the entire day to relax, inside the RV as they normally did, just as he relaxed in the great outdoors. He felt quite content at this moment, strolling along the unbeaten path back to the Rustbucket and whistling a jolly little tune as the very earth around him scorched into mere cinders.

He approached the beat-up RV still unconcerned with life and just beginning to wonder what Ben and Gwen had been up he was about to add his chunk of wood to the firepit, he heard a loud, ear-busting scream. He managed to figure out that the scream was coming from the Rustbucket, and was most likely Gwen. Reacting in the worst case scenario, Max through down his wood and axe, charging up to the flimsy plastic door and busting it in with his shoulder in one smooth motion that carried him into the living room.

Gwen couldn't very well enjoy her release, as both her and her cousin heard the door of the Rustbucket fling open and hit the tinny wall as a loud exclamation of "Gwen!?" could be heard coming from an older man. Gwen's head snapped anxiously up to meet Upgrade's face just as he decided to slap one arm onto the Omnitrix symbol, filling the room with brilliant green light as Ben took on yet another form. Once she had recovered from the high powered flash of light, she glanced up to see Ghostfreak, hovering and looking as disconcerting than ever. "What are we going to do with him doofus!?" Gwen shouted at him before she lost view of Ben along with the ability to move her own body. It was a strange sensation, being possessed.

She could feel her arms and legs stiffly move, grabbing a towel and her muscles tightening and flexing all over her body,. Soon however, the motions and movements became more fluid, allowing Gwen to easily wrap the towel around her body. _"Well, I see you're getting good at this."_ Gwen thought somewhat bitterly inside her head. A deep, echoing reply that came from the recesses of her mind surprised her _**"Yes, I thought so too."**_ she could hear a dark, grungy perversion of Ben's voice speak. Ben moved Gwen's hand to the door, twisting the knob and walking out of the steamy bathroom. _"What do you plan on doing to get us out of this?"_ Gwen queried, a mix of resentment and worry in her voice. _**"I'll think of something! Don't worry!"**_ Of course, Ben not having a definite plan only caused her to worry more, but she could do absolutely nothing at this point. Upon Grandpa Max seeing her, he exclaimed "Gwen! Are you alright!? What was that scream!? Where's Ben!?" Ben had gained full control of her voice by this time.

"Oh hey, Grandpa. What scream are you talking about? There's nothing wrong here." her lips innocently replied, betraying her behavior as she shuffled towards him, seeming to ignore his gait was rather wide and seductive for her tiny figure, hips swinging, chest forward, attracting Grandpa Max's eyes to his young granddaughter's captivating form. He knew it was wrong for him to stare, but that nagging thought was pressed into the back of his head as she grew closer and he could make out her developed form underneath the towel. Her ginger hair hung heavy and dark over her pale face, slicked down in some places, and her eyes appeared a shade different than normal, a bit hazier, but that could just be Max's brain playing tricks on him in his worried state.

Max almost didn't notice the proximity his heir had brought them to with her sexy stride. It wasn't until he had to look down at the young woman's face, hearing her slight, haughty breath, and follow the lines of her face down her delicate neck and collar, past her shoulders, and down her towel... No! He was her grandfather for goodness' sake! The Plumber took a step back, distancing himself from his object of attraction, which was quickly filled by the red haired beauty. This movement was repeated for several steps, until Max backed into the table accidentally, bending backward over it slightly.

_"Ben! What the hell are you doing? Aren't you supposed to be getting us out of this rut?"_ Once again in a rough, dark tone, Ben replied _**"I don't know Gwen! I'm barely in control at this point!"**_This statement took Gwen by surprise, stammering in her own head _"What do you mean you're not in control!? I'm not in control, and you're the only other one here!" __**"I think... I think Ghostfreak might be taking over again."**_ This revelation made Gwen go cold. _"Didn't you already deal with this!? Fix it doofus!"_ She shouted at him_** "What do you think I'm doing Gwen!? I'm trying!"**_

Whatever Ben had been trying seemed to have no effect on what Gwen's body was doing. In the moment that Max had tripped, Gwen closed the distance between them entirely, pressing her body into his and placing one hand on his chest, tiptoeing her fingers up along its height. "Gwen, what-" "Shh Shh Shh Grandpa. Don't talk..." Gwen gave a tiny, sultry smile of reassurance before she repositioned her hands and began to unbutton Max's Hawaiian shirt, revealing strands of silvery hair. Max stared down at her in utter disbelief, shock evident on his face. What was going on here? Just the day before, she was her usual, know-it-all self, not this girl before him, oozing with sexuality and disregard. And it was wrong for him to even be considering doing this. She's maturing, most likely feeling an assortment of strange feelings of things around her as she gained new thoughts and ideas. Conceding to her would basically be taking advantage of the young woman. But she seemed so willing, so inviting, and it had been a long time... Looking down, once again drinking in her porcelain skin, small, developing curves, and sexual confidence as she worked at unbuttoning his restricting shirt, he made a decision he was certain he was going to regret. _"Shit Ben! Will you hurry up!?"_ Gwen was shouting at Ben insider her head. _**"I'm working on it!"**_ Ben answered her shout with one of his own.

Max took her hands in his, encompassing them entirely before moving them toward Gwen, returning them to her sides. She looked tragically hurt to him, which he quickly remedied by ripping his shirt open, the remaining buttons popping out of his shirt and flying into unexplored corners of the Rustbucket, never to be seen again. He could see the look of despair on Gwen's face return to its previous sly, seductive state as he flung his shirt towards the front of the RV. No longer held back by his inhibitions, Max proceeded to reach forward and strip Gwen of the thin purple barrier that separated the perfection of her body from his.

As the towel was torn away from her slightly flushed body, revealing Gwen's freshly cleaned body, lacking imperfections, with delicate curves and winding paths down her chest, through her budding cleavage, over her smooth, flat stomach down to her slightly hairy lower lips, Gwen's body's lust seemed to reach a peak, causing her nipples to immediately harden into their full length and her core to start dripping with her lust. At this point, Gwen could feel everything happening within the confines of her own head, causing a skew in what she was thinking. "Oh god... What is Grandpa doing? This is so wrong...But it feels so good." Ben, worried by this sudden change, decided to reassure her "Don't worry Gwen, I'll get you out of this." "Don't you dare Tennyson! I'm enjoying this way too much for you to stop it now!" While this argument was going on, Max had picked up Gwen's delicate frame and flipped positions with her, forcing her naked form onto the table and laying her on her back, exposing her glistening wet pussy as a pool began forming around her private area.

Max tested her lips first by prodding it with a single digit, then adding in another, pushing inward as he did. Gwen's core was was a perfect mix of heat, wetness, and tightness, pushing and pulsating against his fingers attempting to compensate for their presence. Gwen's previous light shade of red quickly darkened and spread, turning her face a shade of crimson as she experienced her Grandfather's fingers schlick in and out of her. She clenched her teeth and closed her eyes, rotating her head back from left to right across the table, hands tightening against the smoothed edges of the surface.

Grandpa Max, abandoning his moral dilemma for the act at hand, shoved his two fingers in quickly down to the base, causing a jerk away and a surprised yelp that led into a moan from Gwen. As his fingers retreated with a pop, the ginger let out a haughty breath that led into panting, of which lasted for a short amount of time as Max buried his face between her petite thighs. This action once again caught Gwen completely off guard. His sudden and eager lapping at her folds and her clit brought her to climax almost immediately from his experienced tongue. Her back arched, hips bucked, and a spray of juices exploded into Max's mouth and onto his face from her trembling orgasm. She let out a shuddering orgasm, but Max's animalistic urges wouldn't allow her to relax for long.

Without missing a beat, Max undid his pants, allowing them to drop to his ankles and revealing his hard rod, covered in silver and with pubes, to her. She didn't see it for very long, but from what she could tell, it was much larger than Ben's. With a groan, Max pushed it into her, past her tight, wet entrance and deep into her folds, which squeezed and tightened around his member as he forced himself in. Gwen's back arched once more, pushing her chest out as she let out a half-scream-half-yelp at the sensation. Taking advantage of her exposed chest, Max gripped her small breasts and squeezed them, encompassing her nipples with his thumb and index finger, squeezing. Gwen continued to yelp and moan and pant from the attention, her wet hair falling over her eyes. Max began pumping in and out, slowly at first in order to allow Gwen to get used to his girth, but quickly succumbing to his body's desires and ramming himself in and out of her, causing the table to continuously slam into the tin wall behind it.

Gwen's body shook as she was overtaken by a second, then quickly a third orgasm. Her mouth had opened to its full size, and a wail of extreme pleasure was forcing its way out of her throat. Max moved his hands underneath her bare back, lifting her up off the table slightly, to the point where her legs were touching the ground and she was essentially sitting, being pounded into buy Max. Their lips crashed together, muffling her exuberant shrieks as his pounding slowed. He gave a few more powerful pumps into her pussy, forcing her legs open wider than they had been before he grunted and groaned as his warm seed began to spread through Gwen's pussy and fill her stomach. The final forceful pumps along with the fire that semed to spread itself through her entire being pushed Gwen over the edge a fourth, fifth, and sixth times, leading to her cries that broke her and Max's kiss. She slumped down, still shaking from the waves of her crashing orgasm, allowing her head to loll back. However, Grandpa Max's hands never left her back.

When Max didn't withdraw from inside her, she looked up at him to see him moving her legs up to grip around his waist and lifted her into the air, their bodies sandwiched together by his strong hands. She groaned, feeling liquid inside her shifting about and dripping out of her pussy. The dripping soon stopped due to Max's re-hardening member growing and filling Gwen completely. His pounding returned with a vigor, sending her bouncing up and down against his hairy chest, the gravity dragging her down and piercing her deeper than before right as Max bucked upward, once again sending her upwards. Time began to blur for Gwen. She saw stars in her vision, the world around her spun and she could no longer feel her frantic, labored breathing as an explosion of pleasure racked her body. She had no way of telling how long she had been ravaged for, only finding an end to the pleasure when a loud series of grunts and groans signifying Max's release preluded a flood of his cum to flow into her, adding in to what had already been pumped in. She once again noticed the sounds and feeling of her heaving breath, and the soreness of her throat from the day's events. What a good day it had been...

As Grandpa Max lifted her off of him, with a wet popping sound as his member slid out of her, she collapsed to the floor, his seed spilling out of her as he plopped heavily into a chair. Gwen could hear his heavy snoring not a minute after he had sat. She laid on the floor for some time, a mixture of his and her cum pumping slowly out of her still tight pussy. She crawled and shuffled into a somewhat comfortable laying position on the linoleum floor, and began to drift off into slumber, exhausted from the long chain of events that led to this point. The last thing she thought about before she lost consciousness was that she hadn't heard Ben in her head for a while and how she seemed to regain control of her actions some point after Grandpa Max had removed his shirt... And with that, her eyes flicked close.

**So yeah. How was that, everyone? Did you enjoy it? Did you hate it? Did you find it a bit creepy, the whole Grandfather/daughter thing? Don't worry, so did I . Anyway, what alien should I do next? Didn't do much with Ghostfreak with the alien, just his mischievous nature to drive people into uncomfortable situations. So. I've been on this month long hiatus thing, because I was a bit upset after noticing that my writing isn't up to the standards of this one user I've been chatting with. He's really quite a bit better than me, and I recommend you check him out; Grumpywinter. Hmmm... I wonder if he'd be okay with me mentioning him. Oh well, what the hell? Anywhore, I hope to start writing more soon, and with the summer coming up soon, I'll be writing chapters by the metric shit ton... Yeah. So hope you enjoyed, next chapter coming soon. Oh! The first alien from the original series that somebody suggests I will do. Promise. As long as it isn't one that I've already done/ is something sucky like Heatblast. No Heatblast. Terrible alien for sex. Anywhore, thank you for reading and reviewing, and I hope you continue to enjoy my work!**

**-Mango**


	4. Go Wild

**This first part is just ranting. You can skip past to the sixth (Holy cow, six paragraph rant?) paragraph if you just want to read my already weird, fucked up rambling intros that stray too far away from the actual content of the story...**

**Okay, let's go over some shit together, eh? Reviews and the such. Starting with Magic Basher54986's review; "Greymatter." Okay, well shit, I already wrote about him, wasn't up to the challenge, failed miserably. Fucking shit man. Next to hmm (guest); "That shit is already used in other fics. Bah, giving up on this fic, an i guess on ben10 fandom in general.." Okay, not sure if you're referring to the multiple alien thing, which I guess I can see as being already done, as that is literally, literally, the entirety of the show, and I guess I regret being the last bad taste in this guy's mouth for him to quit reading the fandom entirely... But you know, can't please everyone. I started writing on this account because I'm always horny, thinking about random sex scenes, and decided to write some of them down. I feel like I'm at the very least a decent writer, but most of the reviews on the chapters I post are negative... Funny how people are quick to break you down, but not build you up...**

**Moving on, the review from JMeSeKaiiCHi; "ch 3 was just insane! I mean I only read half of it. If you were also creeped out while writing it, why did you even decided to write it? That was torture for me! It's not because I'm against incest, but seriously.. This is making Gwen looking like a whore who only wants to have sex..Disturbing." ... Okay, okay, I see where you're coming from. First things first, the number one rule of viewing any sort of media is to stop viewing it if you find it distasteful or disturbing. If its being shoved down your throat, say something about it, as "I don't like this, get it away from me," but I'm not forcing you to read, so the whole cry of "torture for me!" is strange, because you've decided to continue reading something you didn't like. Also, the whole 'Gwen being a whore' thing... I mean, there was a plot... and.. and... fuck it.**

**Guys, important note; Before going into any of these, it's essentially going to be mindless sex unless otherwise stated. That's the point of this account, goddammit, and you need to recognize that. I'll probably write an extended story during the summer, when I have more time available. But until then, the name of the game is sex.**

**Lastly, we move onto Darkest Nightmare's Dread's comment; "I have an idea: Heatblast, but with the ability to control his temperature. For something really kinky, Wildvine. How bout that?" Goddammit dude, I love you so friggin' much right now! Out of the four reviews that are currently posted regarding chapter 3, this is the only constructive review out of the lot. We had one guy who didn't very much look over the other chapters, another guy who gave up on life, a third who just questioned my morals as he looked up pornographic cartoon fanfiction, and then there's you, you beautiful bastard! I'm pretty sure he actually follows me, as an author, too! Fucking great guy, Darkest Nightmare's Dread is. Anywho, to answer your question, no, fuck Heatblast. That seems like... a generally bad idea. I wouldn't be up for it. But Wildvine! Yes, I could very easily do Wildvine! Stray from the original series, move onto Alien Force... IN FACT, this very chapter could totally be about Wildvine!**

**Rant is now over. I've had time to cool down, focus, take a breather, and now its summer. Oh, and look! 47 reviews! Most of them are positive or helpful this time! How grand! Now, due to popular request, the chapter after this will be focusing on everyone's favorite musclebound giant fourarmed fucker- Fourarms. Yay. But for now, we'll throw in some Wildmutt.**

**Oh, also, this was a three hour stint from 2 AM to 5 AM, so I'm tired as dicks, and I haven't edited this, so, you know, it might look and read like shit, but I liked it.**

**Go Wild**

It had been a few weeks after their first session of lovemaking, Ben's experiment with his aliens, and the rather strange incident with Grandpa Max that had made things awkward between the man and his grandchild. Since then, Ben and Gwen had been staying busy, what with their chores around the Rustbucket, countless museum trips with their grandfather, and saving the world many times over from the hostile alien forces constantly breathing down Humanity's neck. But, throughout it all, they still time to make love to each other. Whether it be on a weekend that Max once again spends his time collecting firewood, or when the Rustbucket inevitably fails and a trip to the hardware store to buy a replacement part is needed, or during trips to the amusement park, or at night when they managed to sneak out of the RV for the night. However, ever since the first day, neither Ben nor Gwen had thought or mentioned the use of the Omnitrix's abilities in their recreational activities. Their last experience had left a bad taste in everyone's mouth, including Max's, although he still hasn't the foggiest clue of what happened.

However, today was the day that Ben had decided to change that. He decided to broach the subject with Gwen on using his power's for both of their pleasures. On this, once again, scalding hot day, the family was down on a lakeshore, identical to the ones that they always seem to find whenever they want to go to a fucking lake. In any case, they were on a lake. Everyone wore their bathing suits, Max's swim trunks somehow still being inappropriately tight, as if it were a speedo. The strange thing is that he wasn't wearing a speedo, just an average pair of swim trunks that were his correct size and everything. They just really hugged to his crotch and neither of the two cousins enjoyed the sight. Luckily, most of his time was spent sleeping in the sun on a beach towel, working on his full body sunburn. Ben wore simple two tone trunks, with the inner thigh area being colored Omnitrix green while the rest was shaded a deep black. Gwen was the most visually pleasing, with a rather form fitting seafoam green bikini that, while not being promiscuous or whorish in any way, left little to the imagination, as it hugged and followed every one of her growing curves while exposing her slim figure to the open air. The sun had already started to tan her skin slightly, as well as lightening her hair from its normally robust shade to a shade of strawberry blonde.

Ben and Gwen had been keeping themselves entertained mostly by throwing a frisbee back and forth from less than 10 feet away, although Ben had spent some time trying to swim but couldn't get anywhere due to the rather ridiculous amount of algae that had accumulated while Gwen had been trying to do something on her laptop, but the goddamn fucking glare and overall assholeish light given off by the sun meant that she couldn't see shit. Lakes are fucking great fun. Either way, they went to find what the Rustbucket was willing to cough up on the entertainment front, finding a half eaten tennis ball and a singular dented, bent, partially melted, and chewed up frisbee that flew about as well as a dying horse can. It was due to this that their proximity was so close, while Max slept and burned like an old man.

The two of them would've run off at any point, put Max kept snoring himself awake, that asshole. Everytime they snuck out behind a bush, they would hear a loud snort then a cough before the sounds of "Ben, Gwen! Where'd the two of you go?" to which they would always respond "Oh, we're right over here, Grandpa!" This seemed to satisfy him, as he usually lulled back into loud snort-snoring a few moments afterward. After this same process continued several times, Gwen went to gather her spellbook to figure out how to keep the old man asleep. Finding a collection of a few choice words, she uttered her command and Grandpa Max ceased all breathing. "Uh... Gwen, I think you killed him." Ben said as he motioned to the motionless body that lay in front of them. "No doofus, he's just... sleeping really deeply." was Gwen's response. Conveniently, immediately after her statement, a large, slow breath was drawn in by Max and exhaled with some effort. "See, I told you. Now, let's get out of here." Gwen had said as she walked around the obstacle her grandpa had become. Ben followed her some distance around the lake before disappearing from the Rustbucke'ts view behind a bank of trees and bushes.

Upon their arrival, Gwen immediately spun on her heel and dragged Ben into a dramatic, heated kiss. She ran her slim fingers through his hair, gripping and pulling him deeper into the kiss. Ben had grown accustomed to Gwen's assertive and rather demanding form of lovemaking. As such, he responded almost immediately, grabbing her at the waist and pulling her body into his. Their bodies lined up and melded together, her soft, supple breasts, and already hardening nipples pressing into his chest while her smooth stomach rubbed up against his and their groins connected and begun to grind into each other. This action elicited moans from both of them. Ben broke the kiss to trail small kisses down her neck, eventually ending in a large hickey he placed in a rather obvious location. He knew how much she enjoyed that sensation. And enjoy it she did, judging by her moans turning into small, breathless pants and one of her hands traveling downwards to reach his package. She grabbed it with a sudden and unforgiving squeeze, causing a bit of a yelp to escape from Ben's throat but not much else.

Ben responded by pulling one leg of her's up to his hip level, spreading her legs more and pressing her heat into his already solid erection. The pressure of him at her entrance caused her to throw her head back and let out a small cry. He took advantage of this by giving her another, smaller hickey at the nape of her neck. She looked at him after recovering and asked "Daring today?" to which Ben replied "Always." with a cocky smirk. That smirk had been the sign of many a good and bad thing alike happening, which Gwen took note of. Whilst this thought ran through her head, Ben reached for her other leg and lifted her into the air, her full weight supported by him, mostly directed at the pelvis. Gwen gasped right as Ben began pumping back and forth, grinding their two cores together, causing a fresh, dark blush to spread across Gwen's body, originating around her bosom.

Between her wild gasps for air, she leaned in, arching her back to whisper in his ear "I need it badly," breathily. With that, Ben almost popped in his pants, but stayed composed, dropping to his knees in order to lay her on the soft bed of grass in the area they were standing in. He pinned her to the ground with a strong, aggressive kiss before groping at her breasts through her bikini top. He shifted them up and down, left and right, and kneaded them in every way he could, causing her to cry out in a minor orgasm right as he found her broke the kiss before proceeding to rip the bikini top in half in order to expose her creamy, flushed mounds to the open air. Gwen took a moment to give him a look of disdain, muttering "You have got to stop doing this to all my clothes..." This moment was short-lived, however, as Ben dived right back in, one hand occupied with entertaining her breast, the other sent south to rub her already soaked pussy. She squirmed in ecstasy, barely containing her moans and cries for pleasure as he continued to furiously work at pleasuring her. He proceeded to move his mouth to clamp down on one of her nipples, suckling and nipping at it while flicking at it with his tongue every few seconds. The added stimulation pushed Gwen over the edge once again, causing her back to arch on the ground and her hips to buck against his expertly placed hand as she once again all but screamed out her pleasure.

Ben gave her a moment to recover from the two orgasms she just had. He lied down next to her panting, breathless form and gave her a small kiss on the forehead.

"How was that?" Ben queried, looking into her eyes.

"That *pant* was *pant* amazing, Ben. *Pant* You sure are wild today..." Gwen replied, her bare chest heaving up and down with each pant.

"You haven't seen anything yet." Ben said with a mischievous glint in his green eyes, once again flashing the smirk that told Gwen to expect trouble.

Gwen watched Ben shuffle out of view and felt him place his hand at the top of her abdomen, feeling his hand slowly down her stomach, massaging it before reaching her pantyline. He lifted one side of the seafoam panties over her wide hips, then the other until just her most sensitive and sacred spot was kept hidden. He once again lightly rubbed against the fabric, causing her legs to visibly squirm at the sensation. He removed the bikini bottom in one swift motion, reveling momentarily in the splendid sight of her fully exposed, delicate body. All Gwen had heard next was a few clicks, a mechanical noise that sounded a lot like the Omnitrix activating and a green flash before she felt hot, forceful breath on her private parts.

"Ben, what the..." Were the only words that escaped her mouth before she felt something large, long, and wet prod against her dripping core. She groaned at the immense pressure that was being pushed at her entrance, confused as to what was going on. The organ that was prodding at her discontinued it's efforts momentarily, before rubbing at the base and traveling from the bottom of her slit to the clit, flicking it with the end of the large organ. Gwen's hips bucked up into this as well, before she bent forward, attempting to catch a glimpse of what Ben was doing to her. To her surprise, the giant orange creature known as Wildmutt was intently focused on her pussy, and the pressure she felt before was the vulpimancer's large tongue. She was about to start yelling at the alien to revert back to Ben, but the creature resumed its licking with renewed vigor, causing Gwen's head to snap back as her slender body arched into the large alien that had taken upon itself to eating her out. Wildmutt's tongue was rough, but it moved fast and coated her in saliva that stopped it from being painful. Her pussy was aching at that point, but in the best, most pleasurable way she could imagine. The tongue enveloped her so fully that her lips were on fire as saliva dripped down her legs and was flicked up her stomach.

Suddenly, Wildmutt changed his tempo and location, sliding his large tongue underneath her and licking from inside her cheeks before continuing up, traveling over her lips and ending at the base of her stomach. These licks were slower, more forceful, but controlled in a way. Gwen's enter lower body shifted with each stroke and her eyes were screwed shut from the pleasure, the blush that originated from her chest beginning to creep into her cheeks and down the rest of her body.

With her body sufficiently enflamed in the throes of passion, Wildmutt once again discontinued his ministrations, instead placing his tongue at her entrance again, pushing against it, asking for entrance. Gwen, wanting something inside her as soon as possible at this point, widened her legs, until they were as far as they could stretch, allowing the large tongue to finally pop inside of her. The immediate sensation of being filled was enough to cause Gwen's cries to resume twice as loud as before. The beast's tongue twisted and lapped around her insides, applying pressures at different areas and wiggling as much as possible while still pushing deeper. Breathing and panting heavily, Gwen placed one hand on her breast and the other at her clit, trying to get as much pleasure out of the experience as possible. She was once again reaching a climax, as her fingers worked furiously at rubbing her clit and kneading her sensitive, flushed breast. She then reached her peak, and with a loud gasp and high pitched scream that broke her voice, she came, causing her legs to close and muscles to contract, causing her to squeeze around her lover's tongue, making her orgasm rock her harder. She bucked her hips, arched her back, and curled her toes for several seconds before all the muscles in her body immediately and totally relaxed, causing her to plop to the ground and releasing Wildmutt's tongue. She rolled over onto her side as she panted heavily and her own pussy juices flowed out onto the grass mixed with a small amount of Wildmutt's saliva.

Gwen's rest was short-lived, however, as she felt herself being roughly rolled onto her stomach as a weight pressed against her back. Gwen, too dazed from the haze of multiple orgasms, didn't understand what was happening until she was penetrated by a stone-hard member that was much thicker and harder than the tongue. Gwen, in shock from the penetration, opened her mouth to scream, but no sound came out. The beast began to pump and piston into her, driving her naked body into the dirt in front of her. Gwen's eyes began to roll into her head from the massive amount of pleasure and stress being put on her body. Deep, guttural grunts began to escape from her at each thrust that Wildmutt gave. He began to pick up speed, simultaneously pushing himself deeper and deeper into Gwen's slit, eventually going so deep as to pierce into her womb. Gwen, looked down, as she could feel and now see her stomach expanding from the massive cock that was sliding in and out of her body. She could feel her labored breathing and grunting and sweating and the mix of intense pleasure and pain coming from everything and she exploded, her pussy gushing juices out from around the huge organ that was inside of her, tightening around the thick, corded cock that was pushing into her. Wildmutt let out a single, triumphant roar before he came into her womb, flooding her full of his thick, alien semen that flowed out of her almost as quickly as it flowed in. Gwen, from her view, could see her stomach expanding to contain all the fluid while also feeling its expansion and the remainder flowing out of her.

Gwen soon plopped to the ground in exhaustion and fell into a deep sleep, her stomach heaving while her pussy continued to overflow with her alien lover's sperm. Ben reverted back to his human form and curled up behind his cousin, tugging her close to him before falling asleep as well.

**Welp, that was that. Tell me how you liked it, how much you hated it, who you want done after Fourarms is up and running and all that jazz. In any case, have a wonderful day you little pervert. And I am so fucking tired right now its ridiculous. I'm literally uploading this immediately after writing it at like 5 in the morning. So have a good day.**

**- Mango**


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